In late November 1942 the Red Army had completed Operation Uranus, encircling some 300,000 Axis personnel in and around the city of Stalingrad.

German forces within the Stalingrad pocket and directly outside were reorganized (22 November 1942) into Army Group Don and placed under the command of Field Marshal Erich von Manstein.

Manstein called off the assault on 23 December and by Christmas Eve the 4th Panzer Army began to withdraw to its starting position.

[5] Adolf Hitler appointed Field Marshal Erich von Manstein as commander of a new Army Group Don.

Half of their remaining armor had been lost during the defensive fighting and there was a severe lack of fuel and ammunition for the surviving vehicles, given that the Luftwaffe was not able to provide adequate aerial supply.

[22] Manstein proposed a counterstrike to break the Soviet encirclement of Stalingrad, codenamed Operation Winter Storm (Unternehmen Wintergewitter).

[24] Stavka postponed Operation Saturn until 16 December, as Soviet forces struggled to clear German defenders from the lower Chir River.

[32] Other units in Army Group Don were in no shape to conduct offensive operations, due to losses sustained in the past month of combat, while many new formations which had been promised did not arrive on time.

[34] However, the usefulness of the 11th Panzer Division was compromised when the Soviets launched their offensive against forces in the lower Chir River area, as this tied Army Detachment Hollidt down on the defensive.

[38] Consequently, the XLVIII Panzer Corps became embroiled in the defensive battles for the Chir River, as the Soviets pushed in an attempt to overrun the airfield at Tatsinskaya (being used to resupply German forces in Stalingrad by air).

[40] In light of the troubles in building up sufficient forces, and seeing that the Soviets were concentrating more mechanization on the Chir River, Manstein decided to launch Operation Winter Storm using the 4th Panzer Army.

[41][9]: 137  Manstein was gambling on Hitler accepting that the only plausible method to avoid the demise of the 6th Army was allowing it to break out, and assumed that General Paulus would agree to order his forces to escape the Stalingrad pocket.

[46] In an effort to bolster the offensive capabilities of the Stalingrad Front, over 420 tanks, 111,000 soldiers and 556 artillery guns were shipped over the Volga River in a period of three weeks.

[54] Although Soviet infantry quickly reinforced villages in the path of the German drive, the Red Army's cavalry in the area was exhausted from weeks of combat and was incapable of putting up serious resistance.

[57] On 13 December, the 6th Panzer Division made contact with the Soviet 5th Tank Army, which was reducing the German defenses around the Chir River.

[61] The village was on the most convenient south–north road to Stalingrad, whereas the barren steppe around was riddled with ravines and gullies covered with deep snow, Verkhne-Kumskiy was unavoidable for large armored forces to move north towards the Myshkova River.

The corps had not yet had time to replenish personnel and material after the November offensive battles; it barely fielded 100 operable tanks and another 50 were in need of repair.

Half of these were T-34 capable of opposing Panzer Mk IIIs and IVs, while the rest were light T-70s, only useful against infantry or armored cars.

[63] The road towards the encircled 6th Army was almost free and if the 4th Mechanized Corps had not intervened, Hoth would have had a greater chance to reach Paulus.

The losses sustained by the Red Army in the vicinity of Verkhne-Kumskiy allowed the 6th Panzer Division to enjoy a brief superiority in tank numbers.

[73] The 4th Mechanized and 13th Tank Corps continued to counterattack against German forces in the vicinity of the Aksay River, trying to delay their advance in anticipation of the arrival of the 2nd Guards Army.

[83] By 19 December, the LVII Panzer Corps managed to break through the Aksay River and drive within 48 km (30 mi) of the southern edge of the 6th Army's front.

[88] With the German relief effort defeated, Stavka was free to concentrate on the destruction of Axis forces in the Stalingrad pocket and the westward expansion of the Red Army's Winter offensive.

[92] Despite success, the XLVIII Panzer Corps was rushed to the defense of Rostov as a Soviet breakthrough seemed imminent after the partial collapse of the Italian 8th Army.